Cares of Washington

“There shall be an executive committee of the board. The executive committee shall have and exercise authority of the directors in the management of the corporation, subject to such limitations as may be prescribed by the board; except that the executive committee shall not have any authority to: (a) amend, alter or repeal these bylaws; (b) elect, appoint or remove any member of any other committee or any director or officer of the corporation; (c) amend the articles of incorporation; (d) adopt or plan a merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the corporation or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the corporation; or (h) amend, alter or repeal any resolution of the board which by its terms provides that it shall not be amended, altered or repealed by the executive committee. The chairperson, vice-chair, treasurer and the appointed chief executive officer/president will comprise the executive committee. A majority of any such committee may determine its action and fix the time and place of its meeting, unless the board of directors shall otherwise provide. The board of directors shall have power as exercised by majority vote at any time to fill vacancies in, to the change the membership of, or to discharge any such committee. The ceo who serves on the board of directors as the secretary is a non voting member.”

“Cares management and the board executive committee reviews and approves the form 990 . The general board receives a copy of the submitted report as part of the monthly updates.”

“The organization's conflict of interest policy covers any director, principal officer or member of a committee with governing board delegated powers. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or executive committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or executive committee members shall decide if a conflict of interest exists. Each director, principal officer and member of a committee with board delegated powers shall annually sign a statement addressing the conflict of interest policy's policies.”

“The board collects local market data for salaries/benefits of executive directors/ceo's, then reviews the data, then the board chair person conducts a salary/performance review with the ceo based on outcomes, results and milestones achieved under the just concluded program year plan. The review has input from the whole board, staff, community stakeholders and funders. Then the board considers the overall financial state of the organization, what new goals to set with the ceo and what the appropriate compensation level for the ceo position will be for the current program year. The next step is to propose, vote and approve/disapprove the plan for the executive director. The process described here was last completed in 2024.”

“These documents are made available upon request.”

“These documents are made available upon request.”

“The process of oversight and selection of an independent accountant has not changed from the prior year.”